REEMF on OTC
RARE ELEMENT RESOURCES LTD
RARE ELEMENT RESOURCES LTD is a Canadian Gold and Silver Ores company based in Vancouver, listed on OTC (REEMF).2
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Last updated Oct 21, 2026.
Overview
- TickerREEMF on OTC2
- IndustryGold and Silver Ores2
- HeadquartersVancouver, Canada2
- Incorporated inBritish Columbia, Canada3
- Business addressP.O. Box 271049, Littleton, Co 801273
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formLimited2
- LEI529900EXB32PBLVJKY492
- StatusActive2
- LEI statusIssued and current2
- Registered address3rd Floor, 510 Burrard St., V6C 3B9 Vancouver, Canada2
- Registered withBC Registry Services, 8972159272
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Rare Element was incorporated under the laws of the Province of British Columbia, Canada on June 3, 1999 as Spartacus Capital Inc. We are currently governed under the Business Corporations Act (British Columbia) (the “BCBCA”). Our executive office address is P.O. Box 80, Firestone, Colorado 80520. The telephone number for our executive office is (720) 278-2460. We maintain a corporate website at www.rareelementresources.com .4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Exploration and evaluation (See Note 4 for related party costs) | -$2.9M | -$18.5M |
| Corporate administration | -$2.8M | -$2.7M |
| Depreciation and amortization | -$195.0K | -$155.0K |
| Total operating expenses | -$5.9M | -$21.3M |
| Interest income | $1.0M | $1.2M |
| Grant income | $2.0M | |
| Accretion expense | -$236.0K | |
| Interest expense | -$23.0K | -$32.0K |
| Loss on land repurchase | -$67.0K | |
| Gain on sale of equipment | $2.0K | |
| Gain on lease termination | $10.0K | |
| Total non-operating income | $996.0K | $2.8M |
| Net income (loss) | -$4.9M | -$18.5M |
| Loss per share - basic (in dollars per share) | -$0.01 | -$0.04 |
| Loss per share - diluted (in dollars per share) | -$0.01 | -$0.04 |
| Weighted average number of shares outstanding - basic (in shares) | 516.1M shares | 498.1M shares |
| Weighted average number of shares outstanding - diluted (in shares) | 516.1M shares | 498.1M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $19.3M | $26.7M | |
| Due from related party (Note 4) | $1.6M | ||
| Prepaid expenses and other | $230.0K | $215.0K | |
| Total Current Assets | $21.2M | $26.9M | |
| Restricted cash | $202.0K | $195.0K | |
| Right of use asset (Note 6) | $198.0K | $238.0K | |
| Land | $2.2M | $2.2M | |
| Total Assets | $24.1M | $29.7M | |
| Accounts payable and accrued liabilities | $1.3M | $1.1M | |
| Due to related party (Note 4) | $895.0K | ||
| Lease liability, current (Note 6) | $153.0K | $172.0K | |
| Total Current Liabilities | $1.5M | $2.1M | |
| Reclamation obligation | $185.0K | $185.0K | |
| Lease liability, long-term (Note 6) | $61.0K | $98.0K | |
| Other long-term liabilities | $92.0K | $92.0K | |
| Total Liabilities | $1.8M | $2.5M | |
| Common shares, no par value - unlimited shares authorized; shares outstanding at December 31, 2025 and December 31, 2024 of 516,134,712 and 516,111,557, respectively | $174.2M | $174.2M | |
| Additional paid-in capital | $29.1M | $29.1M | |
| Accumulated deficit | -$181.0M | -$176.1M | |
| Total Shareholders' Equity | $22.3M | $27.2M | $8.4M |
| Total Liabilities and Shareholders' Equity | $24.1M | $29.7M | |
| Common shares, par value | $0 | $0 | |
| Common shares, outstanding | 516.1M shares | 516.1M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $19.3M | $26.7M | |
| Due from related party (Note 4) | $1.6M | ||
| Prepaid expenses and other | $230.0K | $215.0K | |
| Total Current Assets | $21.2M | $26.9M | |
| Restricted cash | $202.0K | $195.0K | |
| Right of use asset (Note 6) | $198.0K | $238.0K | |
| Land | $2.2M | $2.2M | |
| Total Assets | $24.1M | $29.7M | |
| Accounts payable and accrued liabilities | $1.3M | $1.1M | |
| Due to related party (Note 4) | $895.0K | ||
| Lease liability, current (Note 6) | $153.0K | $172.0K | |
| Total Current Liabilities | $1.5M | $2.1M | |
| Reclamation obligation | $185.0K | $185.0K | |
| Lease liability, long-term (Note 6) | $61.0K | $98.0K | |
| Other long-term liabilities | $92.0K | $92.0K | |
| Total Liabilities | $1.8M | $2.5M | |
| Common shares, no par value - unlimited shares authorized; shares outstanding at December 31, 2025 and December 31, 2024 of 516,134,712 and 516,111,557, respectively | $174.2M | $174.2M | |
| Additional paid-in capital | $29.1M | $29.1M | |
| Accumulated deficit | -$181.0M | -$176.1M | |
| Total Shareholders' Equity | $22.3M | $27.2M | $8.4M |
| Total Liabilities and Shareholders' Equity | $24.1M | $29.7M | |
| Common shares, par value | $0 | $0 | |
| Common shares, outstanding | 516.1M shares | 516.1M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2021-12-31 |
|---|---|---|---|
| Net loss | -$4.9M | -$18.5M | |
| Depreciation and accretion expense | $33.0K | $249.0K | |
| Right of use asset amortization | $162.0K | $142.0K | |
| Stock-based compensation | $4.0K | -$38.0K | |
| Reclamation obligation | $3.0K | ||
| Gain on lease termination | -$10.0K | ||
| Other | -$7.0K | $300.0K | |
| Total adjustments to reconcile net loss to net cash used in operating activities | -$4.7M | -$17.8M | |
| Due to (from) related party | -$2.5M | $4.3M | |
| Grant collection | $2.0M | ||
| Prepaid expenses and other | -$8.0K | $210.0K | |
| Accounts payable and accrued liabilities | $281.0K | $771.0K | |
| Lease liability | -$168.0K | -$134.0K | |
| Net cash used in operating activities | -$7.1M | -$10.6M | |
| Proceeds from the sale of equipment | $12.0K | ||
| Purchase of equipment | -$289.0K | -$64.0K | |
| Land purchase (Note 8) | -$1.5M | ||
| Net cash used in investing activities | -$289.0K | -$1.6M | |
| Financing transaction, net | $35.3M | $25.4M | |
| Net cash provided by financing activities | $35.3M | ||
| Net change in cash, cash equivalents and restricted cash | -$7.4M | $23.1M | |
| Non-cash common shares issued in land repurchase (Note 8) | $1.9M |
No quarter-by-quarter statement was filed.
Corporate structure
RARE ELEMENT RESOURCES LTD sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of RARE ELEMENT RESOURCES LTD
- James N. Blue Filed SCHEDULE 13D/A on RARE ELEMENT RESOURCES LTD, latest Mar 13, 2026
- Synchron Filed SC 13D/A on RARE ELEMENT RESOURCES LTD, latest Jun 28, 2024 (3 filings since Dec 23, 2021)
- RARE ELEMENT RESOURCES LTD Vancouver, British Columbia, Canada
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What RARE ELEMENT RESOURCES LTD reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, net | $65.0K10 Dec 31, 2024 | $29.0K10 Dec 31, 2023 | +124.1% |
| Operating-lease assets (leased space) | $198.0K5 Dec 31, 2025 | $238.0K5 Dec 31, 2024 | −16.8% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $19.3M5 Dec 31, 2025 | $26.7M5 Dec 31, 2024 | −27.7% |
Properties, in its own words
Information concerning our mining property in this Annual Report has been prepared in accordance with the SEC requirements of CFR Title 17, Subpart 229, Item 1300-1305 of Regulation S-K, which requires us to disclose our mineral resources and reserves as of the end of our most recently completed fiscal year for our material mining property.
As used in this Annual Report, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with Subpart 229, Item 1300 of Regulation S-K. Under Subpart 1300 of Regulation S-K and NI 43-101, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the indicated and measured mineral resources can be the basis of an economically viable project. We currently have no mineral reserves, and you are specifically cautioned not to assume that any part or all of the mineral resources will ever be converted into mineral reserves, as defined by the SEC. See “Item 1A. Risk Factors” of this Annual Report.
The rest of Item 2
You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. It should not be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be considered when assessing the economic viability of a mining project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See “Item 1A. Risk Factors” of this Annual Report.
The information that follows relating to the Bear Lodge REE Project is derived from, and in some instances is an extract from, the TRS. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the TRS, incorporated herein by reference and made a part of this Annual Report. We also completed the Technical Report, which is NI 43-101 compliant for the Bear Lodge REE Project, and there are no material differences between the Technical Report and the information set forth below and contained in the TRS.
Qualified Persons
The scientific and technical disclosures about the Bear Lodge REE Project in this Annual Report are derived from the TRS and the Technical Report and have been reviewed and approved by:
● · Mr. Alan C. Noble, Professional Engineer, Ore Reserves Engineering;
● · Ms. Monica Barrero Bouza, Geologist, EurGeol; and
● · Mr. Jaye Pickarts, Professional Engineer, consultant to the Company and former Chief Operating Officer (from October 2024 to December 2025).
Mr. Noble and Ms. Bouza are both independent of the Company and all three are qualified persons as defined by Regulation S-K (Subpart 229, Item 1300) and NI 43-101 (Standard of Disclosure for Mineral Projects). Mr. Pickarts, as prior Chief Operating Officer of the Company, is not deemed independent of the Company. For a description of the key assumptions, parameters and methods used to estimate mineral resources included in this Annual Report, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the TRS on the Bear Lodge REE Project (as described below), which is incorporated by reference in this Annual Report, as well as the Technical Report available under the Company’s profile at www.sedarplus.ca.
Individual Property Disclosure
Bear Lodge Property
The Bear Lodge Property, which is located in central Crook County, Wyoming, contains two projects, the Bear Lodge REE Project and the Sundance Gold Project. The Bear Lodge REE Project consists of the Bull Hill and Whitetail Ridge REE deposits and the exploration targets of East Taylor (“Taylor”) and Carbon Hill (“Carbon”), all of which are located near Sundance, Wyoming. The Bear Lodge REE Project also incorporates the proposed processing and separation plant as well as the Demonstration Plant (under construction) in Upton, Wyoming. See the property location map below. Additional details on each of these areas are set forth below under the heading “Bear Lodge REE Project.” We hold our interest in the Bear Lodge Property through our wholly-owned subsidiary, Rare Element Resources, Inc., a Wyoming corporation.
Bear Lodge Property – Location Map
Item 2 of the 10-K filed Mar 12, 2026.4
Leadership
Who has led RARE ELEMENT RESOURCES LTD, and when. Pick a name to see everywhere that person has worked.
Chief financial officer
Chief operating officer
- Chief executive officerKenneth J. Mushinski May 1, 2024 to May 1, 202413
- Chief executive officerBrent Berg Nov 1, 2022 to Nov 1, 202214
- Chief executive officerDonald E. Ranta Jun 30, 2011 to Dec 6, 201115
- Chief executive officerRandall John Scott Dec 16, 2011 to Jan 7, 202216
- PresidentKenneth J. Mushinski May 1, 2024 to May 1, 202413
- PresidentBrent Berg Nov 1, 2022 to Nov 1, 202214
- PresidentDonald E. Ranta Jun 30, 2011 to Dec 6, 201115
- PresidentRandall John Scott Dec 16, 2011 to Jan 7, 202216
- Chief financial officerWayne Rich Mar 30, 2022 to Jan 6, 202317
- Chief financial officerPaul H. Zink Dec 17, 2013 to Jan 26, 201518
- Chief financial officerMark Thomas Brown Jun 30, 2011 to Jun 30, 201119
- Chief financial officerDavid P. Suleski Aug 24, 2011 to Dec 26, 201220
- Chief operating officerJaye Thomas Pickarts Jun 30, 2011 to now21
Board members and other officers (24)
- VP, C Adm O, Sec, Gen. CounselKelli C. Kast-Brown Dec 21, 2012 to Dec 19, 201322
- VP, Govt & Community RelationsGeorge G. Byers Jun 30, 2011 to Jan 26, 201523
- Corporate SecretaryWinnie Sze Wan Wong Jun 30, 2011 to Dec 6, 201124
- Board memberCraig S. Bartels Apr 5, 2024 to Apr 5, 202425
- Board memberPamela L. Saxton Aug 26, 2024 to Aug 26, 202426
- Board memberPaul Joseph Hickey Aug 22, 2023 to now27
- Board memberNicole J. Champine Apr 4, 2022 to Apr 4, 202228
- Board memberKelli C. Kast-Brown Aug 24, 2022 to Jan 6, 202329
- Board memberBarton S. Brundage Dec 27, 2019 to Dec 27, 201930
- Board memberDavid I. Roberts Nov 27, 2017 to Nov 27, 201731
- Board memberKenneth J. Mushinski Nov 27, 2017 to May 1, 202432
- Board memberPatrick M. James Apr 28, 2014 to Jun 13, 201433
- Board memberLowell A. Shonk Apr 25, 2013 to Jun 22, 202334
- Board memberGerald W. Grandey Aug 5, 2013 to now35
- Board memberFrank Steven Mooney Oct 18, 2013 to Feb 20, 201936
- Board memberPaul H. Zink Feb 9, 2012 to Dec 21, 201237
- Board memberRandall John Scott Dec 21, 2012 to Jan 7, 202238
- Board memberDonald E. Ranta Jun 30, 2011 to Jan 2, 201415
- Board memberGregory Ellis McKelvey Jun 30, 2011 to Dec 27, 201239
- Board memberMark Thomas Brown Jun 30, 2011 to Dec 21, 201219
- Board memberMyles Norman Anderson Jun 30, 2011 to Dec 14, 201640
- Board memberNorman William Burmeister Jun 30, 2011 to Jan 3, 201741
- Board memberStephen Paul Quin Jun 30, 2011 to Jul 22, 201142
- Board memberPaul John Schlauch Jul 8, 2011 to Apr 18, 202243
Timeline
- Sep 14, 20268-K Executive or director change44
- Aug 28, 20268-K Shareholder vote45
- Feb 6, 20268-K Other events46
- Jan 6, 20268-K Other events47
- Sep 12, 20258-K Executive or director change; Shareholder vote48
- Dec 13, 20248-K Code of ethics changed49
- Oct 25, 20248-K Completed an acquisition or sale; Unregistered sale of shares; Other events50
- Oct 2, 20248-K Executive or director change51
- Aug 22, 20248-K Shareholder vote52
- Jul 2, 20248-K Executive or director change53
- May 1, 2024New chief executive Kenneth J. Mushinski becomes CEO13
- Apr 4, 20248-K Executive or director change54
- Mar 18, 20248-K Executive or director change; Regulation FD disclosure55
- Nov 1, 2022New chief executive Brent Berg becomes CEO14
- Dec 16, 2011New chief executive Randall John Scott becomes CEO16
- Jun 30, 2011New chief executive Donald E. Ranta becomes CEO15
- Jun 4, 2003Founded RARE ELEMENT RESOURCES LTD is founded2
Filings
137 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 29 major events, 43 insider forms, 4 large holders, 40 other. The latest 20:
- Oct 5, 20263 OWNERSHIP DOCUMENT EDGAR
- Sep 14, 20268-K EDGAR
- Aug 28, 20268-K EDGAR
- Aug 4, 202610-Q EDGAR
- Jul 13, 2026DEFA14A EDGAR
- Jul 13, 2026DEF 14A EDGAR
- May 13, 202610-Q EDGAR
- Mar 23, 20264 EDGAR
- Mar 13, 20264 EDGAR
- Mar 13, 2026SCHEDULE 13D/A EDGAR
- Mar 13, 20264/A OWNERSHIP DOCUMENT EDGAR
- Mar 13, 20264/A OWNERSHIP DOCUMENT EDGAR
- Mar 12, 202610-K EDGAR
- Mar 6, 20264 OWNERSHIP DOCUMENT EDGAR
- Mar 6, 20264 OWNERSHIP DOCUMENT EDGAR
- Feb 6, 20268-K EDGAR
- Feb 6, 2026424B5 EDGAR
- Jan 6, 20268-K EDGAR
- Nov 5, 202510-Q EDGAR
- Sep 12, 20258-K EDGAR
The 137 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
8 open-market trades by officers, directors and large owners since October 2021: 3 buys and 5 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 10, 2026 | Tenaya Corp10% owner | Buy | 100,149,060 | $24,035,774.40 | $2,407.2T | Form 4 |
| Mar 10, 2026 | BLUE JAMES N10% owner | Buy | 100,149,060 | $24,035,774.40 | $2,407.2T | Form 4 |
| Mar 15, 2024 | Synchron10% owner | Buy | 244,383,591 | $29,326,030.00 | $7,166.8T | Form 4 |
| Dec 2, 2021 | Scott Randall JohnPresident and CEO | Sale | 250,000 | $1.03 | $257.5K | Form 4 |
| Nov 19, 2021 | Scott Randall JohnPresident and CEO | Sale | 100,000 | $0.91 | $91.0K | Form 4 |
| Nov 18, 2021 | Scott Randall JohnPresident and CEO | Sale | 50,000 | $1.08 | $54.0K | Form 4 |
| Nov 17, 2021 | Scott Randall JohnPresident and CEO | Sale | 100,000 | $1.20 | $120.0K | Form 4 |
| Nov 15, 2021 | Scott Randall JohnPresident and CEO | Sale | 100,000 | $1.38 | $138.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- James N. BlueSCHEDULE 13D/A, 1 filing Mar 13, 202656
- SynchronSC 13D/A, 3 filings Dec 23, 2021 to Jun 28, 202457
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Kenneth J. Mushinski | $350.0K | $555.0K58 | |
| 2025 | Kelli C. Kast | $316.2K | $429.4K58 | |
| 2025 | Wayne E. Rich | $275.0K | $378.2K58 | |
| 2024 | VP, General Counsel and CAO | $282.5K | $418.0K58 | |
| 2024 | PresidentCEO and Director | $213.3K | $410.0K58 | |
| 2024 | Chief Financial Officer | $250.0K | $338.6K58 |
SEC filer profile
How RARE ELEMENT RESOURCES LTD is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARRARE ELEMENT RESOURCES LTD1
- CIK0001419806
- Employer ID (EIN)00-00000004
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inBritish Columbia4
- Fiscal year endsDecember 311
- Industry code (SIC)1040 Gold and Silver Ores1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business addressP.O. Box 271049, Littleton, CO 801271
- Phone720-278-24601
- Shares outstanding645,368,390 as of Aug 3, 202612
- Public float$112.0M as of Jun 30, 20254
- AuditorHaynie & Company, Salt Lake City, UT PCAOB ID 457; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceNov 20, 20071
- Filings537 in all: 4 (165), 8-K (109), 10-Q (45), 3 (38), 6-K (35), 10-K (15), DEF 14A (15), 144 (13)1
All 44 form types
CORRESP (10), UPLOAD (10), 4/A (9), DEFA14A (6), D (5), SC 13D/A (5), 424B5 (4), 6-K/A (4), ARS (4), EFFECT (4), 144/A (3), S-1/A (3), S-3 (3), S-8 (3), 10-K/A (2), 20FR12G/A (2), 424B3 (2), 8-A12B (2), S-3/A (2), SC 13D (2), SC 13G/A (2), 10-KT (1), 20-F (1), 20-F/A (1), 20FR12G (1), 25 (1), 3/A (1), 424B1 (1), 424B2 (1), CERTNYS (1), NT 10-K (1), NT 10-Q (1), REGDEX (1), S-1 (1), SC 13G (1), SCHEDULE 13D/A (1)
- Latest filingsAnnual report (10-K) Mar 12, 2026
Quarterly report (10-Q) Aug 4, 2026
Proxy statement (DEF 14A) Jul 13, 2026
Latest 8-K (8-K) Sep 14, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| None |
From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks RARE ELEMENT RESOURCES LTD names in Item 1A of its 10-K filed Mar 12, 2026: 44 risks under these headings, as written.4
- Risks Related to Our Business
- We may not be able to operate our Demonstration Plant project for a sufficient period of time to gather the information required for a commercialization decision and we do not have direct control over the DoE relationship for its cost-share funding.
- The operation of our Demonstration Plant comes with several inherent risks, any of which, could result in the disruption of plant operations and/or unplanned expenses.
- We have no revenues from operations and expect to incur losses for a significant period of time. Any future revenues and profits are uncertain.
- Our largest shareholder beneficially owns a majority of our common shares, has significant influence on, and control over the outcome of, our major corporate decisions, including veto power over some matters, and could take actions that may not be viewed favorably by certain other shareholders, any of which actions could adversely affect the market price of our common shares.
- By granting a license in our intellectual property rights, we may be limited in our ability to protect our intellectual property rights, which could adversely impact our competitive position or results of operations.
- We have restarted our federal and state licensing, permitting progression for our Bear Lodge REE Project, and there is a risk to the completion of those efforts in a timely and cost-effective manner.
- We have no history of producing mineral products from our properties.
- The planned development of our Bear Lodge REE Project involves numerous uncertainties that could affect the feasibility or profitability of the project.
- Joint ventures and other partnerships may expose us to risks.
- Subject to further financing, and progression and outcome of the Demonstration Plant, we may commence a FS on our Bear Lodge REE Project, and the results of this FS are uncertain.
- Our viability as a rare earth company depends, in large part, on the financing, licensing, permitting, development and operation of our Bear Lodge REE Project, which is our only rare earth project.
The other 33 risks
- Increased costs could affect our ability to bring the Bear Lodge REE Project into production and, once in production, to be profitable.
- External influences, like a pandemic or other world health crisis, may have an adverse impact on our business.
- We expect to rely on our proprietary technology and processes to further our Bear Lodge REE Project.
- Our mineral resource estimate may be inaccurate and any material change in this estimate could affect the viability of placing our property into production.
- The historical mineral resource estimates for our Sundance Gold Project are not considered current, need to be updated, and should not be relied upon.
- We depend on key personnel, and the absence of any of these individuals could adversely affect our business.
- U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and officers.
- We believe that we were a “passive foreign investment company” (“PFIC”) for the year ended December 31, 2025, and could be a PFIC in subsequent years, which could have adverse U.S. federal income tax consequences for U.S. shareholders.
- Risks Related to the Mineral Exploration, Development and Mining Industries
- We may be adversely affected by fluctuations in demand for, and prices of, rare earth products.
- An increase in the global supply of rare earth products, dumping and/or predatory pricing by our competitors may materially and adversely affect our ability to raise capital, develop our Bear Lodge REE Project or operate profitably.
- The success of our business may depend, in part, on the establishment of new uses and markets for rare earth products.
- We are subject to significant governmental regulations, including permitting, licensing and approval processes, that affect our operations and could impact the cost and timing of conducting our business.
- Our activities are subject to environmental risks and compliance with environmental laws and regulations that are increasing and costly.
- Regulations and pending legislation governing issues involving climate change could result in increased operating costs that could have a material adverse effect on our business.
- A shortage of equipment and supplies could adversely affect our ability to operate our business.
- Mineral exploration and development and mining are potentially hazardous and subject to conditions or events beyond our control, which could have a material adverse effect on our business or plans.
- Mineral exploration and development is highly speculative, and certain inherent risks could have a negative effect on our business.
- Title to our Bear Lodge Property may be subject to other claims, or we may lose our interest in our claims, which could affect our property rights and claims.
- Our operations are subject to significant uninsured risks that could negatively impact future profitability as we maintain limited insurance against our operations.
- Increased competition could adversely affect our ability to attract necessary capital funding.
- Land reclamation requirements for our properties may be burdensome or expensive.
- Legislation and regulations have been proposed that would significantly affect the mining industry and our business.
- Risks Related to Our Common Stock
- We may elect to deregister our common shares under the Exchange Act. Deregistration would result in less disclosure about us and may negatively affect the liquidity and trading prices of our common shares.
- We do not currently intend to pay cash dividends.
- Future sales of our securities in the public or private markets could adversely affect the trading price of our common shares or our ability to continue to raise funds in new equity offerings.
- Price volatility of our publicly traded securities could adversely affect investors’ portfolios.
- Because our common shares are not listed on a national securities exchange, a broker-dealer may find it more difficult to trade our common shares, and an investor may find it more difficult to acquire or dispose of our common shares in the secondary market.
- General Risk Factors
- Market factors outside of our control could have significant adverse impacts on our business, operations and/or prospects.
- Global and regional political and economic conditions could adversely impact our business.
- Political and economic shifts, both domestic and international, may create uncertainty and pose risks to our operations. Policies related to populism, protectionism, economic nationalism, and attitudes toward multinational corporations could result in regulatory changes, trade barriers, or investment restrictions. Additionally, international trade disputes, including tariffs, counter-tariffs, export controls, sanctions, and currency regulations, may increase costs and disrupt supply chain, operating model, and customer relationships.
- Our directors, officers and consultants may be engaged in other businesses.
- We are subject to the risk of litigation, the causes and costs of which are not always known.
- We depend upon information technology systems, which are subject to cyber-attacks, disruption, damage, or failure and have risks associated with implementation and integration.
Legal proceedings
We are not aware of any material pending or threatened litigation or of any proceedings known to be contemplated by governmental authorities which are, or would be, likely to have a material adverse effect on the Company or our operations, taken as a whole. There are no material proceedings pursuant to which any of our directors, officers or affiliates or any owner of record or beneficial owner of more than 5% of our securities or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
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- 8
- 9
- 10
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- 12
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- 14SEC EDGARBrent Berg, Chief executive officer
- 15
- 16
- 17SEC EDGARWayne Rich, Chief financial officer
- 18
- 19
- 20
- 21
- 22
- 23
- 24
- 25SEC EDGARCraig S. Bartels, Board member
- 26SEC EDGARPamela L. Saxton, Board member
- 27SEC EDGARPaul Joseph Hickey, Board member
- 28SEC EDGARNicole J. Champine, Board member
- 29SEC EDGARKelli C. Kast-Brown, Board member
- 30SEC EDGARBarton S. Brundage, Board member
- 31SEC EDGARDavid I. Roberts, Board member
- 32SEC EDGARKenneth J. Mushinski, Board member
- 33SEC EDGARPatrick M. James, Board member
- 34SEC EDGARLowell A. Shonk, Board member
- 35SEC EDGARGerald W. Grandey, Board member
- 36SEC EDGARFrank Steven Mooney, Board member
- 37SEC EDGARPaul H. Zink, Board member
- 38SEC EDGARRandall John Scott, Board member
- 39SEC EDGARGregory Ellis McKelvey, Board member
- 40SEC EDGARMyles Norman Anderson, Board member
- 41
- 42SEC EDGARStephen Paul Quin, Board member
- 43SEC EDGARPaul John Schlauch, Board member
- 44SEC EDGARExecutive or director change
- 45SEC EDGARShareholder vote
- 46SEC EDGAROther events
- 47SEC EDGAROther events
- 48
- 49SEC EDGARCode of ethics changed
- 50
- 51SEC EDGARExecutive or director change
- 52SEC EDGARShareholder vote
- 53SEC EDGARExecutive or director change
- 54SEC EDGARExecutive or director change
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